Common use of Loss absorption Clause in Contracts

Loss absorption. (a) Following a Write-off Event, the Issuer shall take the following actions in order to effect the Principal/Interest Permanent Reduction: (i) provide written notice to Holders via DTC and written notice to the Trustee (a “Write-off Notice”), on the next Business Day succeeding such Write-off Event, for information purposes stating (x) that a Write-off Event has occurred and (y) the applicable Reduction Date. Each Write-off Notice shall include a request by the Issuer to the Trustee to cancel the Notes or to decrease the applicable Global Note by the relevant Principal/Interest Permanent Reduction on the Reduction Date, and the Trustee shall effect such cancellation or decrease, as applicable, on the Reduction Date. Any Write-off Notice must be accompanied by an Officers’ Certificate of the Issuer stating that a Write-off Event has occurred and setting out the method of calculation of the relevant Absorption Amount. The Trustee shall not be deemed to have knowledge of any Write-off Event or required to reflect the Principal/Interest Permanent Reduction in its books and records relating to the Notes, until and unless the Trustee receives notice of the same from the Issuer. (ii) publish a notice for one day on the website of the CNV and the BASE Daily Bulletin, notifying the Holders of: (i) the occurrence of a Write-off Event, and (ii) the Reduction Date, which shall be within 20 Business Days from the publication of said notice, provided, however, that the Issuer shall cause the Principal/Interest Permanent Reduction to be completed prior to a capitalization with public funds under section (d) of the definition of Write-off Event; and (iii) cause the Principal/Interest Reduction to occur on the Reduction Date in accordance with this Section 6.4. (b) Following the occurrence of a Write-off Event, the Notes will be cancelled in an amount equal to the relevant Principal/Interest Permanent Reduction as described in this Indenture on the Reduction Date and no principal or interest with respect to such Principal/Interest Permanent Reduction can become due and payable, or will be due and payable by the Issuer after such cancellation, and the concept of payment default under this Indenture would no longer be applicable with respect to such Principal/Interest Permanent Reduction or any related interest. The Issuer at any time may deliver Notes to the Trustee for cancellation. (c) By its acquisition of the Notes, each Holder of the Notes acknowledges, agrees to be bound by and consents to any Principal/Interest Permanent Reduction that may result in the event of a Write-off Event and the cancellation of all, or a portion, of the principal amount of, or interest on, the Notes, and the rights of the Holders under the Notes are subject to the provisions of this Section 6.4 in respect of a Write-off Event. (d) By its acquisition of the Notes, each Holder of the Notes, to the extent permitted by applicable law, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with any Principal/Interest Permanent Reduction as a result of a Write-off Event on the terms set forth in this Indenture. (e) By its acquisition of the Notes, each Holder of the Notes acknowledges and agrees that, upon a Write-off Event, (i) the Trustee shall not be required to take any further directions from Holders of the Notes under this Indenture, which authorizes Holders of a majority in aggregate principal amount of the Outstanding Notes to direct certain actions relating to the Notes, to the extent the Principal/Interest Permanent Reduction as a result of a Write-off Event reduces the value of the Notes to zero, but not otherwise, and (ii) this Indenture shall impose no duties upon the Trustee whatsoever with respect to any Write-off Event, it being understood that if, following the completion of the Principal/Interest Permanent Reduction as a result of a Write-off Event, if any Notes remain Outstanding (for example, in a partial Principal/Interest Permanent Reduction as a result of a Write-off Event), then the Trustee’s duties under this Indenture shall remain applicable with respect to the Outstanding Notes following such Principal/Interest Permanent Reduction as a result of such Write-off Event. (f) Holders of the Notes that acquire the Notes in the secondary market shall be deemed to acknowledge, agree and be bound by and consent to the same provisions specified in this Indenture to the same extent as the Holders of the Notes that acquire the Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Notes related to any Write-off Event. (g) By its acquisition of the Notes, (i) each Holder of the Notes will automatically be deemed to have irrevocably waived its right to claim or receive, and will not have any rights against the Issuer or the Trustee with respect to, repayment of any principal that was subject to a Principal/Interest Permanent Reduction as a result of a Write-off Event as described under this Section 6.4 or any interest with respect thereto (or Additional Amounts payable in connection therewith), including any and all accrued and unpaid interest with respect to such principal as of the Reduction Date, irrespective of whether such amounts have become due and payable prior to the Reduction Date and (ii) each Holder of the Notes shall be deemed to have (1) consented to (x) the Principal/Interest Permanent Reduction as a result of a Write-off Event and acknowledged that such Principal/Interest Permanent Reduction of its Notes following a Write-off Event may occur without any further action on such Holder’s part and (y) the exercise of any Principal/Interest Permanent Reduction by the Issuer as a result of a Write-off Event in accordance with the powers of the Central Bank, as it may be imposed without any prior notice by the Central Bank of its decision to exercise such power with respect to the Notes, and (2) authorized, directed and requested DTC and any direct or indirect participant in DTC or other intermediary through which it holds such Notes to take any and all necessary action, if required to implement the Principal/Interest Permanent Reduction and the exercise of any Central Bank powers relating to the Notes in respect of such Principal/Interest Permanent Reduction as a result of a Write-off Event as it may be imposed, without any further action or direction on the part of such Holder. (h) By its acquisition of the Notes, each Holder of the Notes acknowledges and agrees that any Principal/Interest Permanent Reduction required as a result of a Write-off Event with respect to the Notes shall not give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the U.S. Trust Indenture Act of 1939, as amended. Notwithstanding the foregoing, Holders of the Notes acknowledge and agree that this Indenture is not qualified under the U.S. Trust Indenture Act of 1939, as amended and Holders are not entitled to any protections thereunder except to the extent provisions of the U.S. Trust Indenture Act of 1939, as amended are specifically incorporated in this Indenture.

Loss absorption. ‌ (a) Following Upon the occurrence of a Write-off Trigger Event, which is continuing on the Issuer shall take the following actions in order to effect the Principal/Interest Permanent ReductionLoss Absorption Effective Date: (i) provide written notice to Holders via DTC any accrued and written notice to the Trustee (a “Write-off Notice”), on the next Business Day succeeding such Write-off Event, for information purposes stating (x) that a Write-off Event has occurred and (y) the applicable Reduction Date. Each Write-off Notice shall include a request by the Issuer to the Trustee to cancel the Notes or to decrease the applicable Global Note by the relevant Principal/Interest Permanent Reduction on the Reduction Date, and the Trustee shall effect such cancellation or decrease, as applicable, on the Reduction Date. Any Write-off Notice must be accompanied by an Officers’ Certificate unpaid interest payable in respect of the Issuer stating that a Write-off Event has occurred and setting out the method of calculation of the relevant Absorption Amount. The Trustee Loan shall not be deemed repaid and shall not accumulate, by way of the full or partial termination of the Borrower's obligations hereunder to have knowledge repay the amounts of any Write-off Event or accrued and unpaid interest under the Loan to the extent required to reflect the Principal/remedy a Trigger Event (such measure being an "Interest Permanent Reduction in its books and records relating Cancellation Measure"); and, subject to the Notes, until and unless the Trustee receives notice sub-clause (b) of the same from the Issuer.this Clause 5.4 (Loss Absorption), (ii) publish a notice for one day on the website Borrower's obligations hereunder to repay the principal amount of the CNV and the BASE Daily Bulletin, notifying the Holders of: (i) the occurrence of a Write-off Event, and (ii) the Reduction Date, which Loan shall be within 20 Business Days from terminated in full or in part to the publication of said notice, provided, however, that the Issuer shall cause the Principal/Interest Permanent Reduction extent required to be completed prior to remedy a capitalization with public funds under section Trigger Event (d) of the definition of Write-off Event; and (iii) cause the Principal/Interest Reduction to occur on the Reduction Date in accordance with this Section 6.4such measure being a "Principal Write Down Measure"). (b) Following If a Trigger Event is continuing on the occurrence of a Write-off EventLoss Absorption Effective Date, the Notes will be cancelled in an amount equal to the relevant Principal/Interest Permanent Reduction as described in this Indenture Borrower shall on the Reduction Date and no principal or interest with respect to such Principal/Loss Absorption Effective Date: (i) cancel the Interest Permanent Reduction can become due and payableCancellation Amount for the purposes of the Interest Cancellation Measure; and (ii) write down the Write Down Amount for the purposes of the Principal Write Down Measure, or will provided that the Principal Write Down Measure shall be due and payable applied by the Issuer Borrower only if after such cancellationcancellation of the Interest Cancellation Amount accrued as of the Loss Absorption Effective Date in full under the Interest Cancellation Measure, and the concept of payment default under this Indenture Trigger Event would no longer still be applicable with respect to such Principal/Interest Permanent Reduction or any related interest. The Issuer at any time may deliver Notes to the Trustee for cancellationcontinuing. (c) By its acquisition The Borrower shall provide to the Lender and the Trustee no later than: (i) two (2) Business Days after the Reporting Date on which the Trigger Event has occurred, the Trigger Event Notice. The Borrower shall also provide a copy of the Notes, each Holder of Trigger Event Notice to its shareholders; and (ii) two (2) Business Days prior to the Notes acknowledges, agrees to be bound by and consents to any Principal/Interest Permanent Reduction that may result in the event of a Write-off Event and the cancellation of all, or a portion, of the principal amount of, or interest onrelevant Loss Absorption Effective Date, the Notes, and the rights of the Holders under the Notes are subject to the provisions of this Section 6.4 in respect of a Write-off EventLoss Absorption Measure Notice. (d) By its acquisition of A Trigger Event may occur on more than one occasion and the Notes, each Holder of accrued interest may be cancelled and the Notes, to the extent permitted by applicable law, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not Loan may be liable for, any action that the Trustee takes, or abstains from taking, in either case written down in accordance with any Principal/Interest Permanent Reduction as a result of a Write-off Event this Clause 5.4 (Loss Absorption), on the terms set forth in this Indenturemore than one occasion. (e) By its acquisition Following any write-down of the NotesLoan in accordance with this Clause 5.4 (Loss Absorption), each Holder of references in this Agreement to the Notes acknowledges and agrees that, upon a Write-off Event, (i) the Trustee shall not be required to take any further directions from Holders of the Notes under this Indenture, which authorizes Holders of a majority in aggregate outstanding principal amount of the Outstanding Notes to direct certain actions relating Loan (howsoever described) shall be construed as references to the Notes, to Outstanding Principal Amount. If the extent the Principal/Interest Permanent Reduction as a result of a Write-off Event reduces the value principal amount of the Notes Loan is written down to zero, but not otherwise, and (ii) this Indenture Agreement shall impose no duties upon cease to have effect. Once the Trustee whatsoever with respect to any Write-off Event, it being understood that if, following the completion principal amount of the Principal/Interest Permanent Reduction as a result of a Write-off Event, if any Notes remain Outstanding Loan has been written down in accordance with this Clause 5.4 (for example, in a partial Principal/Interest Permanent Reduction as a result of a Write-off EventLoss Absorption), then the Trustee’s duties under this Indenture relevant amount written down shall remain applicable with respect not be restored in any circumstances, including where the relevant Trigger Event ceases to the Outstanding Notes following such Principal/Interest Permanent Reduction as a result of such Write-off Eventcontinue. (f) Holders of Any interest payment that has been cancelled in accordance with this Clause 5.4 (Loss Absorption), shall not accumulate or be payable at any time thereafter, including where the Notes that acquire relevant Trigger Event is no longer continuing. No interest shall accrue from the Notes in the secondary market shall be deemed to acknowledge, agree Loss Absorption Effective Date and be bound by and consent to the same provisions specified in this Indenture to the same extent as the Holders of the Notes that acquire the Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Notes related to any Write-off Eventlong as a Trigger Event is continuing. (g) By its acquisition From the day when the Trigger Event has occurred and until the Trigger Event ceases to continue, the Borrower shall not make any payments of interest or Outstanding Principal Amount of the Notes, (i) each Holder of the Notes will automatically be deemed to have irrevocably waived its right to claim or receiveLoan, and will not have any rights against no interest shall accrue on such unpaid amounts. The Borrower shall immediately notify the Issuer or Lender and the Trustee with respect to, repayment in writing on the cessation of any principal that was subject to a Principal/Interest Permanent Reduction as a result of a Write-off Event as described under this Section 6.4 or any interest with respect thereto (or Additional Amounts payable in connection therewith), including any and all accrued and unpaid interest with respect to such principal as of the Reduction Date, irrespective of whether such amounts have become due and payable prior to the Reduction Date and (ii) each Holder of the Notes shall be deemed to have (1) consented to (x) the Principal/Interest Permanent Reduction as a result of a Write-off Event and acknowledged that such Principal/Interest Permanent Reduction of its Notes following a Write-off Event may occur without any further action on such Holder’s part and (y) the exercise of any Principal/Interest Permanent Reduction by the Issuer as a result of a Write-off Event in accordance with the powers of the Central Bank, as it may be imposed without any prior notice by the Central Bank of its decision to exercise such power with respect to the Notes, and (2) authorized, directed and requested DTC and any direct or indirect participant in DTC or other intermediary through which it holds such Notes to take any and all necessary action, if required to implement the Principal/Interest Permanent Reduction and the exercise of any Central Bank powers relating to the Notes in respect of such Principal/Interest Permanent Reduction as a result of a Write-off Event as it may be imposed, without any further action or direction on the part of such HolderTrigger Event. (h) By its acquisition The principal amount of the NotesLoan may only be written down by the Borrower in accordance with this Clause 5.4 (Loss Absorption) pro rata with other Parity Loss Absorption Instruments. Accrued interest on the Loan may only be cancelled by the Borrower in accordance with this Clause 5.4 (Loss Absorption) pro rata with interest on other Parity Loss Absorption Instruments. If, each Holder in connection with any Loss Absorption Measure, any relevant proportion must be determined for pro-rating such Loss Absorption Measure amongst the Loan and any Parity Loss Absorption Instruments, the accrued interest and principal amount of any obligation (including the Loan and any Parity Loss Absorption Instruments) which is not denominated in Russian Roubles will (for the purposes of such determination only) be deemed to be converted into Russian Roubles at the then prevailing foreign exchange rates determined in the sole discretion of the Notes acknowledges and agrees that Borrower in accordance with its accounting policies established under the applicable accounting standards. (i) Notwithstanding any Principal/Interest Permanent Reduction required as a result other provision of a Write-off Event with respect to the Notes this Agreement, any Loss Absorption Measure under this Clause 5.4 (Loss Absorption) shall not give rise to constitute an Event of Default (or a default for purposes of Section 315(b) (Notice Potential Event of Default) or a default by the Borrower under this Agreement and Section 315(c) shall not oblige the Borrower to indemnify the Lender in accordance with Clause 13 (Duties of the Trustee in Case of Default) of the U.S. Trust Indenture Act of 1939, as amended. Notwithstanding the foregoing, Holders of the Notes acknowledge and agree that this Indenture is not qualified under the U.S. Trust Indenture Act of 1939, as amended and Holders are not entitled to any protections thereunder except to the extent provisions of the U.S. Trust Indenture Act of 1939, as amended are specifically incorporated in this IndentureIndemnity).

Loss absorption. If the Common Equity Tier 1 Capital Ratio of the Issuer falls below 5.125% (an Issuer Contingency Event) or the Common Equity Tier 1 Capital Ratio of the UniCredit Group falls below 5.125% (a Group Contingency Event) or, in each case, the then minimum trigger event ratio for loss absorption applicable to Additional Tier 1 Capital instruments specified in the Relevant Regulations (excluding any guidelines or policies of non-mandatory application) applicable to the Issuer and/or the UniCredit Group (each, a Contingency Event), the Issuer shall: (a) Following immediately notify the Competent Authority of the occurrence of the relevant Contingency Event; (b) as soon as reasonably practicable deliver a Loss Absorption Event Notice to Noteholders (in accordance with Condition 16 (Notices)), the Fiscal Agent and the Paying Agents (provided that failure or delay in delivering a Loss Absorption Event Notice shall not constitute a default for any purpose or in any way impact on the effectiveness of, or otherwise invalidate, any Write-Down); (c) cancel any accrued and unpaid interest up to (but excluding) the Write-Down Effective Date; and (d) without delay, and in any event within one month from the determination that the relevant Contingency Event has occurred, reduce the then Prevailing Principal Amount of each Note by the Write-Down Amount (such reduction being referred to as a Write-off Event, the Issuer shall take the following actions in order to effect the Principal/Interest Permanent Reduction: (i) provide written notice to Holders via DTC Down and written notice to the Trustee (a “Write-off Notice”Written Down being construed accordingly), on the next Business Day succeeding such Write-off Event, for information purposes stating (x) that a Write-off Event has occurred and (y) the applicable Reduction Date. Each Write-off Notice shall include a request by the Issuer to the Trustee to cancel the Notes or to decrease the applicable Global Note by the relevant Principal/Interest Permanent Reduction on the Reduction Date, and the Trustee shall effect such cancellation or decrease, as applicable, on the Reduction Date. Any Write-off Notice must Down of a Note will be accompanied effected, save as may otherwise be required by an Officers’ Certificate the Competent Authority and subject as otherwise provided in these Conditions, pro rata with the Write-Down of the Issuer stating that a Writeother Notes and with the concurrent (or substantially concurrent) write-off Event has occurred and setting out down (or write-off) or conversion into Ordinary Shares, as the method case may be, of any Equal Loss Absorbing Instruments (based on the prevailing amount of the relevant Equal Loss Absorbing Instrument). To the extent possible, the write-down (or write-off) or conversion into Ordinary Shares of any Prior Loss Absorbing Instruments will be taken into account in the calculation of the relevant Absorption Write Down Amount. The Trustee shall not be deemed to have knowledge , and of the amount of write-down (or write-off) or conversion into Ordinary Shares of any Equal Loss Absorbing Instruments, required to cure the relevant Contingency Event. A Write-off Event or required to reflect the Principal/Interest Permanent Reduction in its books and records relating to the Notes, until and unless the Trustee receives notice of the same from the Issuer. (ii) publish a notice for Down may occur on more than one day on the website of the CNV occasion and the BASE Daily Bulletin, notifying the Holders of: (i) the occurrence of a Write-off Event, and (ii) the Reduction Date, which shall be within 20 Business Days from the publication of said notice, provided, however, that the Issuer shall cause the Principal/Interest Permanent Reduction to be completed prior to a capitalization with public funds under section (d) of the definition of Write-off Event; and (iii) cause the Principal/Interest Reduction to occur on the Reduction Date in accordance with this Section 6.4. (b) Following the occurrence of a Write-off Event, the Notes will be cancelled in an amount equal to the relevant Principal/Interest Permanent Reduction as described in this Indenture on the Reduction Date and no principal or interest with respect to such Principal/Interest Permanent Reduction can become due and payable, or will be due and payable by the Issuer after such cancellation, and the concept of payment default under this Indenture would no longer be applicable with respect to such Principal/Interest Permanent Reduction or any related interest. The Issuer at any time may deliver Notes to the Trustee for cancellation. (c) By its acquisition of the Notes, each Holder of the Notes acknowledges, agrees to be bound by and consents to any Principal/Interest Permanent Reduction that may result in the event of a Write-off Event and the cancellation of all, or a portion, of the principal amount of, or interest on, the Notes, and the rights of the Holders under the Notes are subject to the provisions of this Section 6.4 in respect of a Write-off Event. (d) By its acquisition of the Notes, each Holder of the Notes, to the extent permitted by applicable law, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with any Principal/Interest Permanent Reduction as a result of a Write-off Event on the terms set forth in this Indenture. (e) By its acquisition of the Notes, each Holder of the Notes acknowledges and agrees that, upon a Write-off Event, (i) the Trustee shall not be required to take any further directions from Holders of the Notes under this Indenture, which authorizes Holders of a majority in aggregate principal amount of the Outstanding Notes to direct certain actions relating to the Notes, to the extent the Principal/Interest Permanent Reduction as a result of a Write-off Event reduces the value of the Notes to zero, but not otherwise, and (ii) this Indenture shall impose no duties upon the Trustee whatsoever with respect to any Write-off Event, it being understood that if, following the completion of the Principal/Interest Permanent Reduction as a result of a Write-off Event, if any Notes remain Outstanding (for example, in a partial Principal/Interest Permanent Reduction as a result of a Write-off Event), then the Trustee’s duties under this Indenture shall remain applicable with respect to the Outstanding Notes following such Principal/Interest Permanent Reduction as a result of such Write-off Event. (f) Holders of the Notes that acquire the Notes in the secondary market shall be deemed to acknowledge, agree and be bound by and consent to the same provisions specified in this Indenture to the same extent as the Holders of the Notes that acquire the Notes upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Notes related to any Write-off Event. (g) By its acquisition of the Notes, (i) each Holder of the Notes will automatically be deemed to have irrevocably waived its right to claim or receive, and will not have any rights against the Issuer or the Trustee with respect to, repayment of any principal that was subject to a Principal/Interest Permanent Reduction as a result of a Write-off Event as described under this Section 6.4 or any interest with respect thereto (or Additional Amounts payable in connection therewith), including any and all accrued and unpaid interest with respect to such principal as of the Reduction Date, irrespective of whether such amounts have become due and payable prior to the Reduction Date and (ii) each Holder of the Notes shall be deemed to have (1) consented to (x) the Principal/Interest Permanent Reduction as a result of a Write-off Event and acknowledged that such Principal/Interest Permanent Reduction of its Notes following a Write-off Event may occur without any further action on such Holder’s part and (y) the exercise of any Principal/Interest Permanent Reduction by the Issuer as a result of a Write-off Event in accordance with the powers of the Central Bank, as it may be imposed without any prior notice by the Central Bank of its decision to exercise such power with respect to the Notes, and (2) authorized, directed and requested DTC and any direct or indirect participant in DTC or other intermediary through which it holds such Notes to take any and all necessary action, if required to implement the Principal/Interest Permanent Reduction and the exercise of any Central Bank powers relating to the Notes in respect of such Principal/Interest Permanent Reduction as a result of a Write-off Event as it may be imposed, without any further action or direction Written Down on the part of such Holdermore than one occasion. (h) By its acquisition of the Notes, each Holder of the Notes acknowledges and agrees that any Principal/Interest Permanent Reduction required as a result of a Write-off Event with respect to the Notes shall not give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the U.S. Trust Indenture Act of 1939, as amended. Notwithstanding the foregoing, Holders of the Notes acknowledge and agree that this Indenture is not qualified under the U.S. Trust Indenture Act of 1939, as amended and Holders are not entitled to any protections thereunder except to the extent provisions of the U.S. Trust Indenture Act of 1939, as amended are specifically incorporated in this Indenture.